There Is
by aFineMess5
Summary: Fran helps CC attract a man, although the consequences are not exactly what anyone imagined.  Horrible summary.  Please read and review and try to enjoy.
1. Chapter One

Disclaimer: I own nothing but the situation I have put these characters in. The title of this piece was inspired by the beautiful song by Box Car Racer, which I also do not own.

[Quick Justifying A/N: I know. I haven't fully finished "Cataclysm" yet. I'm having a small case of writer's block but fret not: I know where I want to go with it and what I want to do. It's a matter of getting there. I'm working on it, but in the meantime, I found this little half-finished story among the many, many unfinished N/CC stories I have on my computer. So I sat down and finished it and I'm giving it to all you lovelies. I'm going to post the chapters all at once because I don't think it's a very great story, but I enjoyed writing it. So I hope that you'll at least somewhat enjoy reading it.]

There Is

**Chapter One**

CC Babcock stood in the vestibule of the Sheffield mansion, tapping her foot impatiently. She rapped her knuckles on the wrought iron, peering in the glass. Spotting Fran's bushy hair over the edge of the sofa and Niles standing in rapt attention, she knew they were busy watching television. She sighed and pushed open the door, hanging up her own coat in the closet.

"Hello, _hello_?" she greeted in annoyance. Fran wiggled her fingers and Niles made an impassive noise. "Nice to see you all, too. Things at the theater are going great, thank you for asking."

The screen faded to black, signaling a switch to commercial, and Fran pivoted to face CC. "Hiya, Miss Babcock."

"Oh, it's you," Niles said. "I knew I smelled something."

"Just the stench of failure emanating from your big bones, Butler Boy," CC volleyed back. "Speaking of, you're shirking your responsibilities. I had to let myself in today."

"Well, you've been well trained with the doggy door. I'm sure it didn't pose too much of an issue," Niles replied, shrugging.

"Sorry, Miss Babcock," Fran interjected before their game of verbal ping-pong went much further. Fran found it too difficult to get anyone's attention after that happened. "We were watchin' a soap."

"I guessed as much," CC said. "What's happening this week? Triplets with three different fathers? Brain transplant? Someone come back from the dead only to be murdered by their evil twin?"

"No but…ya know, Miss Babcock, you've got some great ideas," Fran said, looking at CC closely. "Maybe you should produce soap operas instead!"

"Yes, then maybe someone would watch something you produced," Niles deadpanned.

"_Anyway_, Miss Babcock, this week Charlotte is going on a date with Spike. Yesterday she did her hair; today, she's putting on her shoes," Fran explained.

"Spike? I thought she was with Turbo," CC questioned.

"She was, but she fell down an elevator shaft and Spike nursed her back to health," Fran said.

"Bounced back quickly," CC remarked.

"It's those buoys in front that really helped," Fran quipped, cupping her hands in front of her chest.

"Mm hmm," Niles murmured, staring off dreamily. CC glared at him quickly and turned back to Fran.

"But really, Nanny Fine, these are so unrealistic," CC said. "Women don't move from man to man so quickly."

"The pretty ones do," Niles said, sneering while he looked CC up and down. CC smacked his arm. "As do the nonviolent ones," Niles continued, rubbing his arm with a pout.

The kitsch music returned, signaling that the soap was coming back. CC rolled her eyes and continued on into the office to resume working.

* * *

Fran stood in the hallway, biting her pointer finger nervously. Max had taken to the kitchen for a snack and she knew she only had a bit before he returned. Steeling herself, Fran pushed open the office door and shut it behind her.

"Hi, Miss Babcock," Fran greeted.

CC didn't look up from her contracts as she replied, "Nanny Fine."

"Do you remember the conversation we had about dating and how women don't get men that easily?" Fran asked.

CC peered at Fran over the legal documents. "It was more a remark from me than an actual conversation but yes, I remember. Considering it was 22 minutes ago."

"Anyhoo, do you really think that? That a woman can't get a guy that quickly?" Fran asked.

"Yes…" CC said suspiciously. "Why?"

"Well…the thing is…it really _isn't_ that difficult," Fran told her. "Especially for girls like us."

"Us? Nanny Fine, you're always complaining about not having anyone," CC said.

"That's because I'm waiting around for a certain someone," Fran replied dismissively. "But you could get someone easily, Miss Babcock."

CC rolled her eyes. "Did Niles put you up to this? I don't need any help."

"No, he didn't," Fran said sincerely.

CC looked toward the intercom and shook her head. "Whatever, Nanny Fine. You've never offered to help me before."

"Mr. Sheffield's in the kitchen having a nosh," Fran told her. "Niles never sits on the intercom when he's around."

"Why would you want to help me?"

That, Fran was not sure of. She and CC had never been particularly close. Fran supposed that if CC found a boyfriend, she'd stop pretending to be in love with Max, and that daily annoyance would be out of Fran's life.

"I don't know, Miss Babcock. I'm bored. And if I can't use my feminine wiles for myself right now, I might as well pass the torch onto someone else."

CC eyed Fran. While she couldn't necessarily snag Mr. Sheffield, Fran had always had a steady stream of boyfriends. She never failed to get a man's attention, and the only man who ever paid attention to CC when it wasn't business-related was Niles. Squinting her nose, CC looked at Fran.

"So what exactly are you suggesting?" CC wanted to know.

"I'll just give you some tips, maybe go shopping, and then we can go out. I guarantee you'll find someone," Fran declared.

_What the hell_, CC thought. She had nothing to lose, really, and rubbing her boyfriends in Niles' face was always worth a laugh or two. "All right, Nanny Fine. You've got a deal."


	2. Chapter Two

**Chapter Two **

Two days later, CC and Fran pulled into a parking space near Bergdorf Goodman. Fran stepped out of CC's BMW, loving the appraising looks she was getting for stepping out of such a hoity-toity car.

"A few ground rules," CC stated as she stepped around the hood of her car and slid quarters into the meter. "No miniskirts, no 6-inch heels, no polyurethane, and no pleather."

"Meanwhile, that's the thanks I get for taking time out of my Friday afternoon," Fran remarked, rolling her eyes as she and CC set off toward the swivel doors.

They entered the lavish building, admiring the sophisticated surroundings, when Fran turned toward her with the most business-like look CC had ever seen on the nanny. "Game plan: we go to the third floor with the designer collections. We need some sexy dresses. Then we go to the second floor with the shoes. We'll finish off down here and get some new makeup and maybe some hair products. You have to trust everything I tell you, though."

CC narrowed her eyes and then noticed a man walk by, eyeing Fran up and down and looking straight through CC. "Ok, let's go."

The ladies made their way up to the third floor and admired the chic clothes.

"Ok, Miss Babcock, no offense," Fran began cautiously, "but we _need_ to get you some new work clothes. You can still look all professional but there's no need to look like Hilary Clinton. Let's get some sex appeal going." Fran began draping things over her arm, from pencil skirts to slim-cut pantsuits.

"Nanny Fine, I can't do pencil skirts," CC interrupted. "My hips are too big."

Fran shook her head adamantly. "No, Miss Babcock, that's perfect. It'll show off your shape so that people can actually _see_ your butt."

"But-but," CC spluttered. "I don't _want_ people to see my butt!"

"Trust me. Ya want people to see your butt," Fran assured her. "If Niles checks out your butt, any guy will."

CC furrowed her brow. "Niles checks out my butt?"

"I've caught him," Fran replied. Fran finished off her collection with lacy camisoles and heaved the entirety of it to CC, ordering her to go try it all on.

Moments later, Fran tossed a black dress over the door to CC. "Miss Babcock, what about this? You could wear this when we go out next week."

"It's not bad…" CC replied uncertainly.

"Let me see it!" Fran exclaimed.

CC pushed open the door bashfully a few minutes later and Fran gasped dramatically.

"Oh, Miss Babcock, it's beautiful!" Fran cried. The sweetheart neckline accentuated her generous bust and the dramatic triple straps showed off CC's exquisite shoulders. Dropping in a soft a-line to the tops of her knees, CC's long legs eventually stole the show.

"It's not too tight?" CC asked, plucking the fabric away from her belly.

"No," Fran reassured. "It's sexy and gives away just enough of a hint."

"Yes, you're the resident expert about giving a hint," CC remarked.

"While I have your attention…that needs to go," Fran said.

"What does?"

"Your sass, the sarcasm, all of it," Fran said. "It puts men off. They want a woman who's soft and sweet, not brash and bitter."

CC thought back to her previous boyfriends and their look of distaste when she'd make a sarcastic remark. "I suppose that's true."

"Besides, it's just another wall you hide behind," Fran continued. "You can't seem so guarded."

CC closed the dressing room door and pulled the dress of slowly, realizing that perhaps Fran knew more than she'd ever given her credit for.

CC paid for her purchases on that floor before heading down to the shoe floor. "I have plenty of shoes, Nanny Fine."

"Yes, Miss Babcock, but you're so _tall_," Fran said. "Honestly, when there's a shadow on your face and all I see is a tall blonde in a long coat coming toward me angrily, my instinct is to run away screaming."

"Your point being…"

"You're a tall woman. You should wear flats. Men don't want a woman who's going to tower over them," Fran explained.

CC felt an argument bubble up in her chest but she quelled it and followed Fran obediently to a display of flats.

After making a small dent in her wallet in the shoe department, Fran selected several new makeup items for CC as well as hair products. Tired of shopping by this time, CC allowed Fran to pick out everything and her only active participation was pulling her AmEx out of her wallet.

"Ok, Miss Babcock, that's enough for one day," Fran said. "Why don't you come have dinner with us? I'm sure Niles is making something yummy."

Again, CC quelled her comeback about Niles and "yummy," and replied, "Thank you, Nanny Fine."

Fran smiled brilliantly. "You did it! You passed your first test. You're going to be great."

CC faked a smile in return as the ladies walked to the silver BMW.

* * *

Niles set a plate of chicken cacciatore in front of CC. "Not your usual barrel of hay, but I'm sure it'll do."

CC ground her teeth and forced a smile that looked more like a grimace. "It looks delicious, Niles."

Niles continued passing out the plates, confused at CC's response. Perhaps she wasn't feeling well. Noticing Fran beaming at CC, Niles made a mental note to question her about it later.

"CC, loathe as I am to bring up business during dinner, I meant to tell you that the theater called earlier," Max said from the head of the table. "Apparently the street scene from act 2 fell completely apart and they aren't sure if they can repair it before opening night."

CC's grip tightened on her knife and she opened her mouth to begin a tirade about the general inadequacies of everyone around her until Fran kicked her under the table. She took a deep breath. "I'm sure we'll figure something out, Maxwell."

Max looked up from his sautéed vegetables, surprised. "I suppose you're right, CC. I admire your level head."

"Well, you know, sir, Dr. Frankenstein made her head flat for a reason," Niles quipped.

Fran laughed a tinkling laugh and subtly motioned for CC to do the same. CC forced out a laugh that sounded more like a deranged cackle and Fran quickly motioned for her to stop.

The conversation continued more smoothly after that, though CC took a backseat and did not participate. The rest of the family paid little attention, although Niles wondered why she was acting so strangely.

* * *

Niles lost his chance to ask Fran anything, however, as she left the next morning to visit CC and she elected to take a cab. Riding in the elevator to the penthouse, Fran bounced on her heels at the thought of a makeover. Normally, she'd invite Val to such an event, though she doubted whether CC would take that entirely well.

"Good morning, Nanny Fine," CC greeted, pulling the door open to let the nanny in. Chester immediately launched himself at her, licking her face.

"Hi, Miss Babcock. _Hello_, Chester!" Fran said excitedly. She set the dog down a few moments later, turning to CC. "Ok, let's get to work!" She took CC's hand and followed the path she recalled to CC's lavish master bathroom.

"Let's start with the makeup," Fran said. She noticed CC's apprehension as she eyed the mascara, eyeliner, and eye shadow lined up on the marble counter. "Don't worry, Miss Babcock. I can do anything from Hussy from Queens to Park Avenue Princess. We're just going to add some more edge to your look."

CC nodded.

"Now. You've got great eyes. We need to accentuate those more," Fran began. "I don't want any more of these earth tones. Boring, boring." Fran grabbed a charcoal liner and instructed CC to look up and down, respective to whichever lid she was working on. Then she applied some volumizing mascara, electing to add only a light swipe of shimmering eye shadow after.

"Ok, take a look at yourself," Fran said.

CC turned to look in the mirror. A few seconds later, she calmly opened the drawer beneath the counter and pulled out makeup-removing wipes.

"Miss Babcock!" Fran exclaimed.

"I LOOK LIKE A HOOKER!" CC cried. "Oh, my God!"

Fran yanked the wipes away. "No! You just aren't used to such a dramatic look. Honestly, Miss Babcock, take a second and admire yourself. You look gorgeous!"

"Ok, I don't look like a hooker," CC granted. "I look like a call girl!"

"Ok, let's make a deal," Fran said in a calm voice. "Let me finish with your hair and then we'll go out and get some coffee. If at least two guys don't check you out, I'll leave you alone and never mention this again."

"And if they do check me out?"

"You need more than that?"

CC thought for a moment. "Good point."

Twenty minutes later, Fran and CC left the penthouse to visit the coffeehouse two blocks away. CC wore the black pencil skirt, a red sweater, and pointy-toed mules with a kitten heel. Fran had used CC's curling iron to turn CC's usual straight 'do into wide, soft curls and had pinned one side back so that it framed her face gently.

"Ok, now when you walk, you tend to have a whole 'the mission is what matters' walk," Fran said as the elevator soared down to the lobby.

"What does that even mean?"

"You just tend to walk with a purpose, like you'd bowl someone over if they got in your way," Fran told her.

"So?"

"So? That's not very attractive, Miss Babcock. Take it a little slower and try to think of something funny so it'll make your eyes sparkle," Fran directed. The doorman opened the main door and a light breeze greeted them, pushing CC's waves back and catching the sunshine dazzlingly.

CC matched Fran's pace and thought back to Niles' Frankenstein comment from the night before. A small smile broke her face and softened her eyes.

"Perfect!" Fran said. They walked leisurely to the coffee shop, Fran noting that at least three men had turned to look at CC.

"They're just looking at you, Nanny Fine," CC said disappointedly as they entered the coffeehouse. Fran saw the look in her face and her heart cracked a bit.

"Miss Babcock, they're looking at you," Fran said gently, never before realizing that CC was another insecure woman. "Here, I'll go sit down and you get coffee. You'll see."

Fran walked to the far corner and sat down at an empty table. CC stepped up to the counter and waited in line, resting her weight on her right leg so that her hips unintentionally stood out. The man waiting for his coffee looked at CC and thought for a moment before stepping forward. The noise of the other patrons prevented Fran from hearing their conversation but judging from their body language, she predicted that he was flirting with her. When he pulled out his cell phone and clearly put CC's number into his phone, Fran threw her hands up and whooped, earning strange looks from the tables surrounding her.

When the man's coffee order came up, he took the white cup and placed his hand on CC's arm, clearly saying goodbye. He exited the coffeehouse and Fran waited thirty seconds before running up to CC.

"Did he ask for your number?" Fran asked.

"Yes!" CC squealed.

"He was _gorgeous_!" Fran exclaimed.

"Yes!" CC cried.

"What does he do?" Fran asked.

"He's an attorney," CC said.

A loud _thump_ echoed through the shop as Fran promptly fainted.

* * *

CC entered the mansion Monday morning wearing her black pantsuit with a cream lace camisole and black leather flats. She'd mimicked the eyeliner as best she could and though she didn't achieve quite the volume Fran had, she'd created a soft curl at the ends of her hair. She spotted Niles walking down the hall from the kitchen and she felt her stomach flutter nervously, though she couldn't pinpoint why.

Niles' eyes widened imperceptibly when he spotted Babcock's new look. From what he'd gathered from Fran, CC was attempting to adopt a softer look and had achieved enough to gain the attention of some attorney. Naturally, Niles made it his mission to completely ruin her resolve.

"I hear you made a new attorney friend," Niles said coolly, taking her jacket and hanging it up.

"Yes, I did," CC preened. The look on her face made him want to vomit.

"Does he specialize in defending hookers? If that's the makeup you wore, he probably thought that's what you are," Niles said.

CC's hand came up to settle near her eyes while she silently wondered if she'd messed it up. She desperately wanted to retort that he couldn't pay her enough to sleep with him, but she knew the new CC would only work if she constantly kept it up.

"Good morning, Niles," was all she said before she turned and walked to the office.

Niles felt unsettled, almost as though he'd swallowed a large chunk of food without chewing it first. He narrowed his eyes and stalked into the kitchen, determined to end this ridiculous façade of hers.

* * *

Fran entered the office and Maxwell looked up happily, surprised when Fran elected to perch on the green sofa instead. "Miss Babcock, you look great."

"Are you sure?" she asked quietly, gesturing toward her eyes.

"Yes!" Fran said. "You got it right. Has Tom called?"

"He called yesterday but I ignored it, like you told me to," CC said.

"Excellent!"

"Miss Fine! You told CC to ignore a gentleman who's interested in her?" Maxwell asked in disbelief.

"Of course."

"That seems discourteous," Maxwell said.

"Mr. Sheffield, trust me, one way to ensure he'll stay interested is if Miss Babcock doesn't show any interest initially," Fran explained.

"That isn't true," Max said.

Fran rolled her eyes and turned to CC. She surreptitiously winked at her boss's business partner before continuing, "Now, he probably won't call for a few days. Just make sure when he asks you out, the first day he suggests doesn't work for you. No matter what."

"Miss Fine, this is preposterous," Max said.

Fran ignored him and continued, "It'll make you seem like you're slightly out of reach and it'll drive him _crazy_."

"Miss Fine, wouldn't you like _my_ opinion? After all, I'm a male," Maxwell said, removing his glasses from the bridge of his nose.

"So I seem more approachable with this look, but I want to seem out of reach, too?" CC asked.

"Exactly!"

Maxwell stood up and walked around his desk, standing square in front of the two women. "Now listen here. I don't feel you're being too kind. If you ignore him, CC, it will just make him forget about you."

CC smiled at him. "Yes, clearly it doesn't work if you ignore men."

"You're right, Mr. Sheffield," Fran said consolingly. Maxwell smiled, satisfied, and returned to his desk.

Fran and CC shared a conspiratorial smile when CC's phone began to chime. She curiously looked into her bag, pulling out her Blackberry.

"Nanny Fine! It's Tom!" CC exclaimed.

Fran's eyes widened. "Wow…he must be really interested then. Go on, answer it!"

"Hello?" CC answered. "Oh, hello, Tom…yesterday? Oh, I'm sorry about that. I was busy." CC offered no further explanation and Fran nodded encouragingly. "Lunch on Wednesday?" Fran shook her head vehemently. "Oh, no, that won't work for me…Friday?" Fran held up her pointer finger, signaling CC to wait. "Hold on one moment, let me check…" CC clamped her palm over the phone. "He wants to have dinner Friday and he said if Friday doesn't work, he's free all weekend."

Fran's jaw dropped. "This is practically unheard of…ok, say Friday works for you, but make him push it back an hour later than he suggests."

"Tom?" CC asked, bringing the phone up to her ear again. "Yes, Friday works…hmm, 6 won't do. How about 7?...Great! Where would I like to go?"

"_Surprise me_," Fran mouthed emphatically.

CC smiled and made her voice just slightly huskier, "Surprise me." She smiled widely. "All right…407 E. 86th…yes, right off Park Avenue. I'll see you then." She hung up without saying goodbye and tossed her phone back into her bag.

Fran jumped off the couch and hopped excitedly. "It worked!"

"I have a date!" CC exclaimed.

Niles slammed off the intercom roughly and slumped toward the refrigerator, pouting.


	3. Chapter Three

**Chapter Three**

Early Friday afternoon, CC returned to the mansion with a black garment bag draped over her arm. Fran hopped down the stairs and stood next to CC.

"Are you sure this is a good idea?" CC asked uncertainly.

"What? Having dinner at an expensive restaurant with a gorgeous attorney?" Fran said.

"Well…yes."

"Wow. Gentiles really _are_ different," Fran muttered. She hooked her arm into CC's and began leading her upstairs gently. "What's the problem, Miss Babcock?"

CC carefully gnawed her lip and didn't answer as Fran led her into her room where she had already set up a salon-like array of hair products, styling tools, makeup, and perfumes. She wasn't sure what her reservations were about going on a date with Tom. Something was holding her back, something vague and unidentifiable like an invisible force drawing her off course.

"Is it the clothes? You've looked great all week," Fran said, motioning for CC to sit on a stool in front of the large mirror.

"No," CC replied. That wasn't a lie; CC enjoyed wearing slightly sexier clothes. She'd always indulged herself throughout the years by purchasing luxurious, sensual clothes that she knew she'd never wear. It was fun, therefore, to find a happy medium between the two, to find something that carefully highlighted that which she'd always kept hidden.

"I don't see the problem," Fran told her breezily. She pulled out foundation and began artfully applying it to CC's face.

No, CC reasoned silently, Fran wouldn't see the problem. She'd always been comfortable with herself, at least as long as CC had known her. Whatever slight insecurities Fran had about her body, she made up for in a certain centeredness of self, that graceful way in which she completely accepted herself that ultimately lured men in and left women like CC woefully incomplete. Fran wouldn't know what it was like to live without that and so she couldn't possibly understand why CC felt so strange living in her own skin that she was suddenly displaying with sexy clothes.

It wasn't about the clothes. It was about the woman beneath them, and the fact that Fran had instructed her to change that was possibly the most troubling thing about the entire ordeal. The nanny had so easily told CC to stop being sarcastic and ambitious and angry that she obviously didn't understand that it was that in particular that made up CC Babcock. Admittedly, sometimes she used her inherent resentment and sarcasm to hold people at bay but more often than not, it was how she chose to relate with the world. Only she didn't anymore.

And no one seemed to be bothered by the difference. In fact, she was being praised for it; men were taking a vested interest and Maxwell kept bleating on and on about how pleasant it was to work with her.

"Miss Babcock, don't be worried," Fran told her while sweeping blush across the apples of her cheeks.

"What do you mean?" CC asked, looking up at Fran hopefully. Had someone noticed? Was Fran about to tell her that the ruse was up and she could go back to being the CC Babcock with whom she was most comfortable and proud?

"Tom will love you!" Fran said with a wide grin. "Oy, can you imagine? A Broadway producer and an attorney. A mother could kvell."

CC's eyes cast downward and she forced a smile. At least she was getting better at faking her smiles; she no longer looked like she needed to add more fiber to her diet when she did it. "You're right, Nanny Fine. I'll have a lovely time."

When CC was curled, made up, and dressed, Fran bounded down the stairs before her and watched with a wistful smile as CC made her way down the stairs as well.

"All right, he's going to pick you up at your place in an hour," Fran said, glancing at her watch. "Do you want me to come with you?"

"Why would I want that?" CC asked as she pulled her jacket from the closet.

Fran paused. "Good question. Help get rid of any first-date jitters?"

"I have a shot of whiskey waiting for just that purpose," CC replied. Neither woman noticed Niles walk into the foyer from the hall leading to the kitchen. He paused near the bathroom door to listen to their conversation.

"Miss Babcock!" Fran exclaimed. "You shouldn't have a shot of _whiskey_ to calm yourself down! A spoonful of Ben & Jerry's, a piece of Godiva, sure. Not whiskey."

Niles smiled to himself, waiting for CC's response.

"Oh. You're right," CC said. Niles' eyes widened.

"So, good luck, and I'll call ya later tonight to see how it went!" Fran told her excitedly, giving CC a quick hug before traipsing back up the stairs. CC pulled open the front door and as she pivoted to shut it, she saw Niles rolling his eyes and walking into the living room. She paused for a moment and felt a strange urge to go back inside and hear his opinion before remembering he was her nemesis and his opinion didn't matter anyway.


	4. Chapter Four

**Chapter Four **

CC sat in the office, slumped against the loveseat. She was supposed to be reevaluating the budget for their newest show, but she couldn't bring herself to. Usually nothing captivated her attention quite like numbers and sum figures and profit projections, yet it just wasn't cutting it for her today. It had been three weeks since she'd started dating Tom and exactly three and a half weeks since she'd said anything sarcastic.

Maybe that was it. Maybe saying goodbye to the old, bitter Babcock meant leaving her business prowess behind as well.

Just as she sighed and considered going into the kitchen for a snack, her phone started ringing. Glancing down, she saw it was Tom, which elicited another sigh. Her plan to appear disinterested in the man was so successful that she no longer needed to act; whatever initial excitement she'd had about dating a handsome attorney was currently replaced with an apathy so complete that she couldn't force herself to care about much.

Fran was so proud of her. She was rather disgusted with herself.

"CC, I think your phone is ringing," Maxwell said from behind his desk.

At one point, that might have spurned CC into replying about Maxwell's extraordinary observational skills; now, she barely felt the upsurge of excitement at being presented with an opportunity to give a caustic response. "You're right, Maxwell. Thank you."

"You're quite welcome," Max responded.

CC reached down and silenced her phone, ignoring the notification of a new voicemail.

"Here's your lunch, sir," Niles said, entering the room with a silver tray. Niles set the tray down and pulled the kettle off of it, pouring some into a mug. "Would you like some tea, Miss Babcock?"

She couldn't remember the last time he'd insulted her; she knew he found it wasn't any fun without her angry responses. He'd even stopped trying to bait her into verbal battle. It wasn't intriguing starting a war with an entirely disinterested foe. Consequently, she couldn't recall the last time they'd gone so long without fighting. It was their thing. It was her thing. She fought with people. It was how she communicated.

She finally had a boyfriend and she'd never been so lonely.

"No, thank you, Niles," CC replied. She stood up and quietly exited the office.

Niles set the mug roughly down, causing a loud clatter from the silver tray. Maxwell jumped and accidentally scattered the papers he'd been perusing.

"Bloody hell, man, be careful!" Maxwell exclaimed. He organized the papers and looked up at his butler. "Everything all right?"

"Yes," Niles replied automatically. He let out a frustrated breath and continued, "No. Doesn't it bother you?"

"Doesn't what bother me, old man?" Maxwell asked.

"Miss Babcock."

Maxwell chuckled. "No, Niles, she doesn't bother me like she bothers you. I happen to enjoy her company."

"Lately, you mean. You've enjoyed her company lately."

"Yes, for the past few weeks, she's been more pleasant to be around. I considered her my friend before Fran did her little makeover, though," Max pointed out.

"Doesn't her behavior bother you?"

"Why should it?" Maxwell asked incredulously. "She's been calm and nice. I don't have to worry about her yelling at the cast and upsetting any of the leads."

"Shouldn't friends be more concerned with their friend's happiness?" Niles asked.

"What do you mean by that? She's happy. Have you met Tom? He's an upstanding fellow. Very successful," Max said.

"Yes, I've met him," Niles snapped. He grabbed the tray from the desk and walked out of the office, fully aware that he hadn't left Maxwell his lunch. He stormed into the kitchen and slid all of the tray's contents into the sink, enjoying the satisfyingly loud crash it made.

"Niles, what's wrong?" CC asked with wide eyes, grasping a half-empty water bottle in her hand.

Niles glared at her with such quiet vehemence that she nearly felt a physical backlash from it. He turned quickly and walked up the back staircase, leaving CC alone with the echoes of his silent anger.

* * *

CC entered the mansion slowly. She didn't ring the doorbell or wait for someone to open the door for her. The old CC Babcock would have, but she had recently learned just how far from her former self she was so she figured she might as well go with it. Just as she hung up her jacket in the closet, Fran sauntered into the foyer with a large bowl of popcorn.

"Hiya, Miss Babcock!" Fran greeted happily. Her face faltered into confusion as she watched CC stand on the step at the front door, staring off into space. "Eh…Miss Babcock? You ok?"

"I was just at the theater," she said in a strangely monotonous voice.

"And I was just in the kitchen. What's your point? What's with the I-just-ran-out-of-potato-chips stare?" Fran said.

"I was at the theater," CC repeated.

Fran gave CC a strange look. "So I've heard." She was about to turn and flop onto the couch to enjoy her favorite soap when CC stepped fully into the foyer.

"There was a choreographer there," she continued.

"Shocking," Fran replied.

"He was trying to revamp the entire dance scene in act 2," CC said, still in a strangely soft voice.

Fran's eyes widened. "Oh-oh, Miss Babcock! This is perfect! It's a great opportunity to see if you've learned what I taught you! What did you do?"

"Nothing."

"Nothing?" Niles repeated incredulously. Both women ignored his sudden presence, except for Fran thrusting the large popcorn bowl into his hands.

"Nothing!" Fran echoed squeakily, grabbing CC's arms. "I'm so proud of you, Miss Babcock!"

"I did nothing," CC affirmed. Her eyes slid from an invisible spot in the living room to Fran's eyes. The nanny's exuberance seemed to diminish slightly when she saw how blank CC looked. "I requested that he stick to the original plan so that the actors would be able to perform better this weekend. It's hard to switch from one routine to another, you know. I very calmly asked that he stick to the first routine."

"What happened?" Fran asked, plunging her hand into the popcorn. Niles looked down in surprise as though he just realized he was holding it.

"He yelled at me, called me a controlling hag, and said we were going to do it his way," CC told her. Fran and Niles' eyes widened in disbelief.

"But…you were so nice," Fran said, confused.

"I've never thought to call you that," Niles muttered, shaking his head.

"You stood up for yourself, though, right?" Fran asked hopefully, wondering for the first time if, perhaps, she'd taught CC the wrong lessons. "You put him in his place and told him where to shove it?"

Niles tossed some popcorn in his mouth, excited to hear about the uprising of the Ice Queen. That choreographer had awoken the angry sleeping giant and he couldn't wait to hear the havoc she'd wreaked.

"I did nothing," CC said, her monotone voice unvarying.

"But…Miss Babcock…" Fran faltered.

"You did _nothing_?" Niles repeated disgustedly. "You bloody idiot woman!"

CC's face flashed anger and she abruptly snapped her face to his. She watched him glaring at her, so very angry after all these weeks, but she detected a glimmer of hope that she'd return just as angry as he was. "You don't know anything, Niles."

Niles' eyes widened. He threw the bowl back at Fran, who barely managed to catch it, scattering the snack over the parquet floor. "Suit yourself."

Fran watched him stalk off and then turned to CC. Silently, the two women crouched down and scooped up the errant popcorn, placing it back into the bowl.

"Miss Babcock," Fran began uncertainly, setting the bowl on the foyer table. "I think…there's something I should have made clearer."

"What's that, Nanny Fine?" CC asked, polite interest on her face. For the first time, Fran saw the entirety of what she'd done. She should have realized that CC wouldn't have been able to distinguish that acting slightly different to attract a man didn't have to transcend into the rest of her life.

"I…I know that I told you a few things about how you could get more men to notice you," Fran began, wringing her hands nervously. She shouldn't be allowed to have the power that teachers and instructors had—she realized that now. "But…but Miss Babcock, you're a highly powerful woman in a business filled with men. Men with huge egos on power trips. You…I didn't want you to think that you had to be Sally-without-a-Backbone all the time."

"But it worked, Nanny Fine," CC told her.

"I know it worked. Tom's a great guy. But you work in a business where you _need_ to stand up for yourself and sometimes…no, most of the time, that requires you to be the scary, sarcastic woman you were. I didn't realize that before," Fran continued, a slight tinge of regret in her voice.

CC shook her head softly. "No, Nanny Fine, you don't understand. _It worked_. People talk to me now. Tom calls me everyday. I don't even call him. Maxwell asks for my input more than before. My old friends invite me to lunch. My mother even called the other day and called back three days later."

"That's…that's nice," Fran said. "But are you happy with everything?"

"I'm not alone anymore," CC replied.

"That doesn't answer my question," said Fran gently.

"It does for me. Excuse me," CC said, sidestepping the nanny and continuing into the office.

Fran grabbed the bowl of popcorn and walked quietly into the kitchen. How had this happened? She'd been able to bust Maggie from her shell, and Maggie had never been happier. Even Gracie didn't need therapy as much. Fran had begun to think of herself as the connoisseur of helping people come into their own; so where had she gone wrong with Miss Babcock? This setback was highly unsettling.

When she entered the kitchen, she emptied the dirty popcorn into the garbage bin and walked over to set the bowl in the sink. With a sigh, she leaned against the counter. "Niles—"

"I don't want to talk to you," Niles interrupted her.

Fran's eyes widened. "What did I do, scarecrow?"

"That disgusting display of docility in the foyer is entirely your doing," Niles replied. "I have no wish to discuss anything with you."

"Speak English, British man," Fran requested.

"You broke Miss Babcock," Niles said, crossing his arms.

"Niles, she came to me for help and I gave it to her. It isn't my fault that—"

"_She_ came to _you_?" Niles asked incredulously.

Fran gave him an affronted look. "Fine," she admitted huffily. "I went to her. But she showed interest. I promised she'd find a man; she did."

"Ignoring that travesty of a relationship for a moment, did you ever stop to think that she might misinterpret your advice?" the butler asked.

"No," Fran admitted, looking troubled again. "Well, who would be _stupid_ enough to think that the rules for snagging a guy are the same as the guidelines for living your life?"

"Miss Babcock would!" Niles retorted.

"That's not very nice, Niles. Maybe she wanted to change up her life a little bit."

"The woman has spent the majority of her life alone. It only makes sense that whatever she was doing to get a man's attention, she'd do to get other peoples' attention as well. And it's working," Niles finished with spite in his voice.

Fran felt herself becoming defensive. It wasn't _her_ responsibility to ensure that everyone lived his or her lives properly. She was only trying to help. "So what if it's working? People like her better this way."

"I find it strange that you'd tell the girls to never live their lives for someone else, and yet you're implying Miss Babcock should do the same," Niles said, feeling strangely protective of CC. "People liking their preferred version of CC Babcock is disgusting. People should take someone as they are or not at all."

"Wait…what the _heck_ are you talking about? You hate her! You pick on her, tease her, and insult her, and you're standing here telling me I should have told her to just be herself?" Fran said.

"Yes!" Niles exclaimed.

"You don't make any sense," Fran said, shaking her head.

"And you're rather hypocritical," Niles snapped.

Fran's jaw dropped at the uncharacteristic anger Niles was showing her. She considered trying to defend herself but for the first time, she could think of nothing to say. Instead, she merely shook her head and exited the kitchen.


	5. Chapter Five

**Chapter Five **

Later that day, Fran paced her room restlessly. While she didn't fully understand Niles' righteous anger on behalf of CC, she'd decided to tackle that mystery later (preferably after Niles' shoulders relaxed and his eyebrows detracted). What bothered her more, what was more harrowing, was the look in CC's eyes. It wasn't sad, and it wasn't angry, but it was…resigned. It was the look Ma got in her eyes when she finally reached back into the bag of candy after dieting for a whole two hours. She'd learned to accept the look in her mother's eyes, but she found it incredibly sad and remorseful in another's eyes.

Finally reaching a decision, Fran turned purposefully and walked from her room. She followed the maze of hallways until she reached the front staircase. She stepped down it and marched through the foyer and living room into the office.

"Hi, Miss Babcock," Fran said, interrupting CC's work. With a jolt, Fran realized she wasn't scared to interrupt Miss Babcock when she was in the middle of something. That, if nothing else, proved to her that something needed to change.

"Afternoon," CC replied.

"Are you going out with Tom tonight?" Fran asked.

"Yes. We're going to Le Cirque and then to a jazz café for drinks," CC said.

"Wow. Sounds boring to me, but probably your idea of a perfect date," Fran replied honestly.

"It is my idea of a perfect date," CC muttered dully. "I didn't even have to tell him. He came up with it on his own."

"Well, have fun," Fran said dismissively before hurrying out of the office. Maxwell looked after her confusedly but CC merely returned to her work.

Fran continued through the hallways and barged into the kitchen, startling Niles. "Ok, I'm willing to momentarily overlook why you're so angry on behalf of Miss Babcock if you'll help me get her back to normal."

"So you suddenly realized she isn't being herself?" Niles asked snippily.

"I went into the office and interrupted her and she didn't even care," Fran said. "She _didn't even care_. That's not natural. The basis of our friendship is her being scary and me not being scared of her. So I need you to get her back."

"How am I supposed to do that?" Niles questioned, forgetting to pretend as though he didn't care either way.

"Fight with her," Fran told him. Niles gave her a look. "I'm serious! If ego-mania choreographers won't do it, you're the last hope."

"But…"

"Do it, Niles! Piss her off, for all of us," Fran encouraged.

"I don't know how."

Fran brought her hand to her forehead and resisted the urge to slap her friend. "Niles, for the last four years, I have watched you piss her off in a way that no one else can." Niles stood up proudly and smiled. "So you need to do that again. If Miss Babcock is suddenly nice, the world will fall apart."

Despite the hyperbolic nature of her statement, Niles took his new mission to heart. "All right. I'll do it, Miss Fine."

* * *

An hour or so before she planned to leave for the evening, CC found her way to the kitchen. Daily visits to the kitchen were habits she hadn't been able to break, despite her best efforts to completely renovate herself. The visits admittedly weren't as fun anymore, but it was still the comfort of regularity that brought her back.

She stepped into the kitchen and dropped her water bottle in the recycling bin. An enticing aroma met her senses from the direction of the stove and she stepped over to the island.

"That smells good. What are you making?" she asked Niles' back. Strangely, he didn't respond. "Niles?"

Finally, he turned around. "Oh, I'm sorry. My parents taught me to never talk to strangers."

"What is that supposed to mean? You've known me for nearly fifteen years," CC said, her face scrunched in confusion.

"Have I?"

"Are you finished being cryptic and vague yet?" CC asked, feeling frustrated. She clenched and unclenched her fists. "I'm sorry. That sounded rude."

"Oh, this is a trip. Did you just _apologize_?" Niles said incredulously. Even if Fran hadn't made her request, Niles found that he probably would have gone through with it anyway because this "new" Babcock was just damn irritating.

"Yes, I did."

"We don't do that. _You_, especially, do not do that," Niles informed her.

"Stop it," she said quietly.

"I didn't quite catch that over your meekness. What did you say?"

"I said, stop it," CC repeated, louder. Her face was the most fascinating array, like a lively musical on stage: her anger slipped in and out of the curtains, pushed out of sight by obedience that wished to be the star.

"Stop what?"

"Stop trying to do whatever it is you're doing. Stop trying to ruin everything."

"Oh, no, dear, I'm not trying to ruin anything. You're doing a fine job of that on your own," Niles told her.

CC narrowed her eyes. "You have no idea. You don't understand anything about my life, how I used to be, or how I am now."

"Don't do that," Niles said disgustedly, throwing his wooden spoon on the stove and facing her across the counter. "Don't pretend like your life is something wonderful now, just because a rich man is finally interested and you've deluded yourself into thinking you have friends."

CC's nostrils flared as anger finally won the starring role. "Screw you. Who are you to presume to know _anything_ about me and—"

"Yes, CC Babcock, the elusive and mysterious socialite. You aren't that much of a mystery, Babcock. You never were," Niles retorted.

"Shut up, Niles," CC said dangerously. "You're extremely out of line."

"And what you're doing is considered perfectly in line? You may not have had many friends before, Miss Babcock, but at least everyone respected you," Niles told her. "I'm sure you're happy to be surrounded by everyone who would rather have the edited and cropped version of your personality, but I can guarantee that none of them respect you."

"And what would you know about that? You're surrounded by people who care about you. You always have been. Maybe some people respected me but Jesus, I think I'd rather have people like to be around me than be respected by people whose idea of a compliment is to call me 'formidable'," she ranted.

"You think that's what it's about? That it's about being who people want you to be? Is that really the sort of person you are?" Niles asked incredulously.

"Now, yes," she admitted. A strange look flew over her face as she said it, as though something inside were trying to rebel against the untruth of her current existence. Unfortunately, Niles didn't notice in his towering temper.

"Then you're even more pathetic than I thought you could be," Niles said harshly.

CC's eyes widened and she finally snapped. "_I'm_ pathetic? This from the Oxford-educated man currently wearing an apron with oven mitts attached to it." She laughed spitefully.

"Do you know why your insults don't bother me, Babcock? Because at least I like who I am. I have the comfort of being myself and people still like me."

"People like you because you wash their underwear," CC said waspishly.

Niles shook his head. "I'm through with this discussion. You aren't even fun anymore." He spun back toward the stove, turning it off and placing the pot on a backburner to cool.

As she felt him slip away from the conversation, away from her, she felt an insane desire to throw herself across the room and grasp at whatever remaining straws there were. She could stand to lose the actor's respect and even Maxwell's but losing Niles' respect somehow meant that she'd lost something that made her, _her_.

"Niles, there isn't one person who would have rather been around me from a month ago compared to how I act today. You've seen Nanny Fine pretend to be interested in a thousand things she couldn't give a rat's ass about just to impress a guy and for whatever reason, that never bothered you like it does when I do it. But you make no effort to understand why we do it," CC admitted. Niles scoffed and shook his head as he pulled the apron over it. "I was sick of being alone. I don't care how un-feminist it is to admit that I want a man to think I'm pretty. I just…I just wanted someone."

"And wearing sexier clothes and becoming a person you aren't is the way to do that," Niles remarked sarcastically as he hung the apron near the back staircase.

"Apparently," CC said sadly, spreading her hands apart as if to say, _See?_ "It worked. There isn't anyone who prefers the old me."

"There is," he told her firmly. He walked around the island and stood right next to her. She looked at him, confused, until he took her face in one hand. "You're beautiful. From the first day I met you, I thought you were the most beautiful woman I had ever seen. Even before you started donning your Miss-Fine-inspired wardrobe, I can take credit for being one of the few intelligent people to recognize how amazingly gorgeous you are."

He dropped his hand from her and took a step back. "But right now? You're hideous. You were a pillar of strength and now you're one of the mindless women who think that conforming to a man is an inspired move. If these new people in your life think that you're special because you look beautiful and you seem nice, then they're even bigger idiots than you are because they lost the opportunity to know the woman I used to know."

Before CC could react, Niles turned and left the kitchen. He wasn't at all sure if he'd done as Miss Fine had requested, but an enormous weight was off of his chest and he hoped he'd made some sort of dent in the stubborn steel trap that was CC Babcock's mind.


	6. Chapter Six

**Chapter Six**

The next day, CC entered the mansion. Looking confident and a little scary, she wore her black pencil skirt, a matching tailored black jacket, and dangerously sharp pumps.

"Hi, Miss Babcock," Fran greeted. She took in the heels the businesswoman wore and grinned. "How was your date last night?"

"I broke up with him," CC replied.

"Really? He seemed like such a—"

"Nanny Fine, unlike you, I have very important work to do," CC said, sparing a small smile for the nanny who'd tried to help. "Now buzz off and don't even think about interrupting me."

Fran grinned and went upstairs to call Val; what a story this had turned out to be.

Hours later, CC walked into the kitchen to retrieve a bottle of water, not realizing that Maxwell was following her closely.

"CC!" Maxwell exclaimed. Niles looked up from the dishwasher, surprised he had company in the kitchen.

"Maxwell," CC replied calmly.

"CC…were you at the theater today?" Maxwell asked.

"Why, yes, Maxwell, that's why I wasn't in the office for two hours this morning," CC told him.

"Did you…by chance…talk to our choreographer?" Max asked, rubbing his temples.

CC smiled widely. "Yes indeed." Niles stood up fully to survey the scene in front of him.

"And did you…let me make sure I have this correct…did you hit him across the head with a broom?" Maxwell asked. Niles laughed out loud and attempted to mask it by faking a cough attack.

"Yes, I did."

"Why?" Maxwell cried.

"I didn't have a baseball bat with me," CC explained.

"CC…I…why…" Maxwell spluttered. He took a deep breath and waited a few seconds. "He called me a few moments ago and said that he no longer wants to work with us."

"I won't mourn that loss," CC told him seriously.

"CC, he was our bloody choreographer!"

"Yes, and he was trying to undermine everything I told him to do!" CC shot back. "He wanted to change every dance routine, despite the play receiving wild reviews for the past two weeks, and I can't have that sort of shift in focus during rehearsals. Now, if you'd rather have the cast bumbling around like chickens with their heads cut off during the dance scenes, that's your choice, but I'd like to remind you that the mayor is coming this week to see the play and he has the majority vote in how many grants we'll get this coming year."

Maxwell seemed taken aback by CC's telling-off, though she couldn't blame him; it had been nearly a month since he'd been subjected to one. Niles almost felt like applauding.

"I…well, when you put it that way, I do see your point…" Maxwell said. He cleared his throat. "Be that as it may, do try to refrain from hitting any other workers with wooden objects for the duration of the show."

"I'll try. I'll call the assistant choreographer and tell him he's been promoted," CC replied.

"Yes…yes, thank you," Maxwell said, still off-kilter. He turned and left the kitchen, hoping Fran was somewhere around the house to distract him.

"Welcome back," Niles told her, bringing her back to earth.

CC turned to him with a dazzling grin. "Thank you."

"How does it feel?" Niles asked.

CC thought for a moment before replying, "Respectable."

Niles chuckled and nodded. "I see you haven't forgotten all of your lessons from Miss Fine." He motioned to her shorter-than-usual skirt and silky camisole.

"No, not all of them," CC said. "I still like the way…some people…look at me." She took in his eyes still subtly cascading over her legs and smiled to herself. She walked around the island and stood next to him near the sink.

"Can I get you anything, Miss Babcock?" Niles asked, unnerved.

CC smiled softly and leaned in, pressing a sweet, quick kiss to his lips. "Thank you, Niles." She turned and walked away, grabbing the water bottle off the counter before she left the kitchen.

Niles stood frozen in place, his heart pounding and his lips buzzing for more. "You're welcome."

* * *

[A/N: The moral of this story has been brought to you by your friendly author.]


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